New York Metropolitan Reference and Research Library Agency

“The organization amended their bylaws during 2024 as follows: the by-laws were amended by the board of trustees in fy2024. Changes to the amended by-laws included and not limited to the following: - updated mission and vision statements - the board of trustees shall consist of not less than five nor more than fifteen trustees - trustees shall not serve more than two consecutive terms, but after service as an "trustee emeritus/a/um a person shall be eligible to serve two more consecutive terms. - trustees who have served two consecutive terms may be granted, by a 2/3 vote of other trustees, "trustee emeritus/a/um" status, which shall entitle such former trustee to attend meetings and serve on committees as a non-voting participant. A trustee emeritus/a/um shall be eligible to be nominated for trustee after attending three regular meetings with emeritus/a/um status. - the executive committee shall be responsible for the setting of the board agenda, sending timely notice of meetings, and ensuring the board packet it ready for meetings. - the executive committee shall not have the power to bind the board. - each qualifying member shall annually designate, at metro's request, a representative to vote on metro issues and to represent the members at meetings of metro. Each qualifying member shall have one vote, to be cast by its designated representative or alternate. Ten percent (10%) of all members entitled to cast votes at a meeting of members shall constitute a quorum for the transaction of any business.”

“The organization has three types of members: 1) full members, with voting rights 2) collegial members, with no voting rights 3) associate members, with no voting rights”

“Whenever any corporate action, including the election of the trustees is to be taken by vote of the full members, it must be authorized by a majority of the votes cast at such meeting, except as otherwise required by law or by the by-laws.”

“The organization has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, it is reviewed by management (including the controller) prior to filing with the irs.”

“The organization currently has in place a conflict of interest policy which it annually monitors and enforces. The board currently mandates that all trustees and officers annually sign a conflict of interest policy and disclose any potential or actual conflicts that may exist. The signed conflict of interest policy is submitted to the organization's secretary who reviews the signed attestations for potential or actual conflicts. If a potential or actual conflict of interest exists, the secretary will notify a member of management or the governing body about such conflict and investigate the conflict. The results of the investigation will be summarized and documented in the minutes of the board meeting. If an actual conflict exists, the member of management or the governing body will be notified immediately and will not be allowed to vote or be a part of any decision making regarding such transactions that has to do with the conflict until such time there is no longer a conflict.”

“The executive committee of the board is responsible for the annual review and approval of the executive director's compensation. The executive committee compares the executive director's compensation to other similar executives at his level in similar organizations. The treasurer of the board also completed a salary analysis of at least three similar organizations. The executive committee informs the executive director of his board approved compensation. This process was last undertaken in fy2024 and documented in the minutes of the board meetings.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code by having it available to the public upon request. In addition to form 990, the conflict of interest policy is also available upon written request.”

“The organization contracted with a professional employer organization (peo) for services, including but not limited to, payroll, timekeeping, employee benefits, hr administration and workforce regulatory compliance needs. As the employer of record for tax purposes, forms w-2 and w-3 are issued by the peo and filed under the peo's federal ein. In this co-employment arrangement, the organization is the common law employer and, accordingly, compensation is reported on form 990, part vii, section a and part ix, lines 5-10.”